EXHIBIT 99.3
May 15, 1997
EXCHANGE AGENT AGREEMENT
The Chase Manhattan Bank
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Crestar Capital Trust I, a Delaware statutory business trust (the
"Issuer") proposes to make an offer (the "Exchange Offer") to exchange up to
$200,000,000 aggregate liquidation amount of its 8.16% Series B Capital
Securities (liquidation amount $1,000 per Capital Security) (the "Exchange
Capital Securities"), which have been registered under the Securities Act of
1933, as amended (the "Securities Act"), for a like liquidation amount of its
outstanding 8.16% Capital Securities (liquidation amount of $1,000 per Capital
Security) (the "Old Capital Securities"), of which $200,000,000 aggregate
liquidation amount is outstanding. The terms and conditions of the Exchange
Offer as currently contemplated are set forth in a prospectus, dated May [ ],
1997 (the "Prospectus"), a copy of which is attached to this Agreement as
Attachment A, proposed to be distributed to all record holders of the Old
Capital Securities. Capitalized terms used herein and not otherwise defined
shall have the meanings assigned to them in the Prospectus.
The Issuer hereby appoints The Chase Manhattan Bank to act as exchange
agent (the "Exchange Agent") in connection with the Exchange Offer. References
hereinafter to "you" shall refer to The Chase Manhattan Bank.
The Exchange Offer is expected to be commenced by the Issuer on or
about May [ ], 1997. The Letter of Transmittal accompanying the Prospectus is to
be used by the holders of the Old Capital Securities to accept the Exchange
Offer, and contains certain instructions with respect to the Exchange Offer.
The Exchange Offer shall expire at 5:00 p.m., New York City time, on
June [ ], 1997 or on such later date or time to which the Issuer or Crestar
Financial Corporation (the "Company") may extend the Exchange Offer (the
"Expiration Date"). Subject to the terms and conditions set forth in the
Prospectus, the Issuer and the Company expressly reserve the right to extend the
Exchange Offer from time to time and may extend the Exchange Offer by giving
oral (promptly confirmed in writing) or written notice to you no later than 9:00
a.m., New York City time, on the next business day after the previously
scheduled Expiration Date.
The Issuer and the Company expressly reserve the right to amend or
terminate the Exchange Offer, and not to accept for exchange any Old Capital
Securities not theretofore accepted for exchange, upon the occurrence of any of
the conditions of the Exchange Offer specified in the Prospectus under the
caption "Conditions to the Exchange Offer." The Issuer or the Company will give
oral (promptly confirmed in writing) or written notice of any amendment,
termination or nonacceptance to you as promptly as practicable.
In carrying out your duties as Exchange Agent, you are to act in
accordance with the following instructions:
1. You will perform such duties and only such duties as are
specifically set forth in the section of the Prospectus captioned "The Exchange
Offer" and as specifically set forth herein and such duties which are
necessarily incidental thereto; provided, however, that in no way will your
general duty to act in good faith be discharged by the foregoing.
2. You will establish an account with respect to the Old
Capital Securities at The Depository Trust Company (the "Book-Entry Transfer
Facility") for purposes of the Exchange Offer within two business days after the
date of the Prospectus, and any financial institution that is a participant in
the Book-Entry Transfer Facility's systems may make book-entry delivery of the
Old Capital Securities by causing the Book-Entry Transfer Facility to transfer
such Old Capital Securities into your account in accordance with the Book-Entry
Transfer Facility' s procedure for such transfer.
3. You are to examine each of the Letters of Transmittal,
certificates for Old Capital Securities and confirmations of book-entry
transfers into your account at the Book-Entry Transfer Facility and any Agent's
Message or other documents delivered or mailed to you by or for holders of the
Old Capital Securities to ascertain whether: (i) the Letters of Transmittal and
any such other documents are fully executed and properly completed in accordance
with instructions set forth therein and (ii) the Old Capital Securities have
otherwise been properly tendered. In each case where the Letter of Transmittal
or any other document has been improperly completed or executed or any of the
certificates for Old Capital Securities are not in proper form for transfer or
some other irregularity in connection with the acceptance of the Exchange Offer
exists, you will endeavor to inform the presenters of the need for fulfillment
of all requirements and to take any other action as may be necessary or
advisable to cause such irregularity to be corrected.
4. With the approval of the Issuer or the Chairman of the
Board and Chief Executive Officer, the Chief Financial Officer, or the Secretary
of the Company (such approval, if given orally, to be confirmed in writing) or
any other party designated by the Issuer or such officer of the Company in
writing, you are authorized to waive any irregularities in connection with any
tender of Old Capital Securities pursuant to the Exchange Offer.
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5. Tenders of Old Capital Securities may be made only as set
forth in the section of the Prospectus captioned "The Exchange Offer --
Procedures for Tendering Old Capital Securities" or in the Letter of Transmittal
and Old Capital Securities shall be considered properly tendered to you only
when tendered in accordance with the procedures set forth therein.
Notwithstanding the provisions of this paragraph 5, Old
Capital Securities which the Issuer or any other party designated by the Issuer
in writing shall approve as having been properly tendered shall be considered to
be properly tendered (such approval, if given orally, shall be confirmed in
writing).
6. You shall advise the Issuer with respect to any Old Capital
Securities delivered subsequent to the Expiration Date and accept its
instructions with respect to disposition of such Old Capital Securities.
7. You shall accept tenders:
(a) in cases where the Old Capital Securities are registered
in two or more names only if signed by all named holders;
(b) in cases where the signing person (as indicated on the
Letter of Transmittal) is acting in a fiduciary or a representative capacity
only when proper evidence of his or her authority to so act is submitted; and
(c) from persons other than the registered holder of Old
Capital Securities provided that customary transfer requirements, including any
applicable transfer taxes, are fulfilled.
You shall accept partial tenders of Old Capital Securities
where so indicated and as permitted in the Letter of Transmittal and deliver
certificates for Old Capital Securities to the transfer agent for split-up and
return any untendered Old Capital Securities to the holder (or to such other
person as may be designated in the Letter of Transmittal) as promptly as
practicable after expiration or termination of the Exchange Offer.
8. Upon satisfaction or waiver of all of the conditions to the
Exchange Offer, the Issuer will notify you (such notice if given orally, to be
promptly confirmed in writing) of the Company's and Issuer's acceptance,
promptly after the Expiration Date, of all Old Capital Securities properly
tendered and you, on behalf of the Issuer, will exchange such Old Capital
Securities for Exchange Capital Securities and cause such Old Capital Securities
to be canceled. Delivery of Exchange Capital Securities will be made on behalf
of the Issuer by you at the rate of $1,000 principal amount at maturity of
Exchange Capital Securities for each $1,000 principal amount at maturity of the
Old Capital Securities tendered promptly after notice (such notice if given
orally, to be promptly confirmed in writing) of acceptance of said Old Capital
Securities by the Issuer; provided, however, that in all cases, Old Capital
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Securities tendered pursuant to the Exchange Offer will be exchanged only after
timely receipt by you of certificates for such Old Capital Securities (or
confirmation of book-entry transfer into your account at the Book-Entry Transfer
Facility), a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) with any required signature guarantees (or in lieu thereof an
Agent's Message) and any other required document. You shall issue Exchange
Capital Securities only in denominations of $100,000 or any integral multiple of
$1,000 in excess thereof.
9. Tenders pursuant to the Exchange Offer are irrevocable,
except that, subject to the terms and upon the conditions set forth in the
Prospectus and the Letter of Transmittal, Old Capital Securities tendered
pursuant to the Exchange Offer may be withdrawn at any time on or prior to the
Expiration Date.
10. The Company and the Issuer shall not be required to
exchange any Old Capital Securities tendered if any of the conditions set forth
in the Exchange Offer are not met. Notice of any decision by the Company and the
Issuer not to exchange any Old Capital Securities tendered shall be given (such
notice, if given orally, shall be promptly confirmed in writing) by the Company
or the Issuer to you.
11. If, pursuant to the Exchange Offer, the Company or the
Issuer does not accept for exchange all or part of the Old Capital Securities
tendered because of an invalid tender, the occurrence of certain other events
set forth in the Prospectus under the caption "The Exchange Offer -- Conditions
to the Exchange Offer" or otherwise, you shall as soon as practicable after the
expiration or termination of the Exchange Offer return those certificates for
unaccepted Old Capital Securities (or effect the appropriate book-entry transfer
of the unaccepted Old Capital Securities), and return any related required
documents and the Letters of Transmittal relating thereto that are in your
possession, to the persons who deposited them.
12. All certificates for reissued Old Capital Securities or
for unaccepted Old Capital Securities shall be forwarded by (a) first-class
mail, return receipt requested, under a blanket surety bond protecting you, the
Issuer and the Company from loss or liability arising out of the non-receipt or
non-delivery of such certificates or (b) by registered mail insured separately
for the replacement value of such certificates.
13. You are not authorized to pay or offer to pay any
concessions, commissions or solicitation fees to any broker, dealer, bank or
other persons or to engage or utilize any person to solicit tenders.
14. As Exchange Agent hereunder you:
(a) will be regarded as making no representations and having
no responsibilities as to the validity, sufficiency, value or genuineness of Old
Capital Securities, and will not be required to and will make no representation
as to the validity, value or
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genuineness of the Exchange Offer; provided, however, that in no way will your
general duty to act in good faith be discharged by the foregoing;
(b) shall not be obligated to take any legal action hereunder
which might in your reasonable judgment involve any expense or liability, unless
you shall have been furnished with reasonable indemnity.
(c) shall not be liable to the Company or the Issuer for any
action taken or omitted by you, or any action suffered by you to be taken or
omitted, without negligence, misconduct or bad faith on your part, by reason of
or as a result of the administration of your duties hereunder in accordance with
the terms and conditions of this Agreement or by reason of your compliance with
the instructions set forth herein or with any written or oral instructions
delivered to you pursuant hereto, and may reasonably rely on and shall be
protected in acting in good faith in reliance upon any certificate, instrument,
opinion, notice, letter, facsimile or other document or security delivered to
you and reasonably believed by you to be genuine and to have been signed by the
proper party or parties;
(d) may reasonably act upon any tender, statement, request,
comment, agreement or other instrument whatsoever not only as to its due
execution and validity and the effectiveness of its provisions, but also as to
the truth and accuracy of any information contained therein, which you shall in
good faith reasonably believe to be genuine or to have been signed or
represented by a proper person or persons;
(e) may rely on and shall be protected in acting upon written
or oral instructions form the Issuer or any officer of the Company with respect
to the Exchange Offer;
(f) shall not advise any person tendering Old Capital
Securities pursuant to the Exchange Offer as to the wisdom of making such tender
or as to the market value or decline or appreciation in market value of any Old
Capital Securities; and
(g) may consult with your counsel with respect to any
questions relating to your duties and responsibilities and the written opinion
of such counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by you hereunder in good faith
and in accordance with such written opinion of such counsel.
15. You shall take such action as may from time to time be
requested by the Company, the Issuer or their counsel (and such other action as
you may reasonably deem appropriate) to furnish copies of the Prospectus, Letter
of Transmittal and the Notice of Guaranteed Delivery, or such other forms as may
be approved from time to time by the Company or the Issuer, to all persons
requesting such documents and to accept and comply with telephone requests for
information relating to the Exchange Offer, provided that such information shall
relate only to the procedures for accepting (or withdrawing from) the Exchange
Offer. The Company or the Issuer will furnish you with copies of such documents
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at your request. All other requests for information relating to the Exchange
Offer shall be directed to the Secretary of the Company at: 000 Xxxx Xxxx
Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000; (000) 000-0000.
16. You shall advise by facsimile transmission or telephone,
and promptly thereafter confirm in writing to the Issuer, the Company and Hunton
& Xxxxxxxx, counsel for the Company and the Issuer, and such other person or
persons as they may request, daily, and more frequently if reasonably requested,
up to and including the Expiration Date, as to the principal amount of the Old
Capital Securities which have been tendered pursuant to the Exchange Offer and
the items received by you pursuant to this Agreement, separately reporting and
giving cumulative totals as to items properly received and items improperly
received and items covered by Notices of Guaranteed Delivery. In addition, you
will also inform, and cooperate in making available to, the Company and the
Issuer or any such other person or persons as the Company or the Issuer request
from time to time prior to the Expiration Date of such other information as
they, or he reasonably requests. Such cooperation shall include, without
limitation, the granting by you to the Company, the Issuer and such person as
the Company or the Issuer may request of access to those persons or your staff
who are responsible for receiving tenders, in order to ensure that immediately
prior to the Expiration Date, the Company and the Issuer shall have received
information in sufficient detail to enable them to decide whether to extend the
Exchange Offer. You shall prepare a list of persons who failed to tender or
whose tenders were not accepted and the aggregate principal amount of Old
Capital Securities not tendered or Old Capital Securities not accepted and
deliver said list to the Company and the Issuer at least seven days prior to the
Expiration Date. You shall also prepare a final list of all persons whose
tenders were accepted, the aggregate principal amount of Old Capital Securities
accepted and deliver said list to the Company.
17. Letters of Transmittal and Notices of Guaranteed Delivery
shall be stamped by you as to the date and the time of receipt thereof and shall
be preserved by you for a period of time at least equal to the period of time
you preserve other records pertaining to the transfer of securities. You shall
dispose of unused Letters of Transmittal and other surplus materials by
returning them to the Company.
18. For services rendered as Exchange Agent hereunder you
shall be entitled to a fee of $[5,000] and you shall be entitled to
reimbursement of your expenses (including fees and expenses of your counsel,
which fees are expected under normal circumstances to be not in excess of
$[5,000] incurred in connection with the Exchange Offer. The obligations under
this Section 18 shall constitute joint and several obligations of the Issuer and
the Company.
19. You hereby acknowledge receipt of the Prospectus and the
Letter of Transmittal attached hereto and further acknowledge that you have
examined each of them to the extent necessary to perform your duties hereunder.
Any inconsistency between this Agreement, on the one hand, and the Prospectus
and the Letter of Transmittal (as they may
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be amended from time to time), on the other hand, shall be resolved in favor of
the latter two documents, except with respect to the duties, liabilities and
indemnification of you as Exchange Agent, which shall be controlled by this
Agreement.
20. The Company and the Issuer jointly and severally agree to
indemnify and hold you harmless in your capacity as Exchange Agent hereunder
against any liability, cost or expense, including reasonable attorneys's fees,
arising out of or in connection with the acceptance or administration of your
duties hereunder, including, without limitation, in connection with any act,
omission, delay or refusal made by you in reasonable reliance upon any
signature, endorsement, assignment, certificate, order, request, notice,
instruction or other instrument or document reasonably believed by you to be
valid, genuine and sufficient and in accepting any tender or effecting any
transfer of Old Capital Securities reasonably believed by you in good faith to
be authorized, and in delaying or refusing in good faith to accept any tenders
or effect any transfer of Old Capital Securities; provided, however, that the
Company and the Issuer shall not be liable for indemnification or otherwise for
any loss, liability, cost or expense to the extent arising out of your
negligence, willful breach of this Agreement, willful misconduct or bad faith.
In no case shall the Company and the Issuer be liable under this indemnity with
respect to any claim against you unless the Company and the Issuer shall be
notified by you, by letter or cable or by facsimile confirmed by letter, of the
written assertion of a claim against you or of any other action commenced
against you, promptly after you shall have received any such written assertion
or commencement of action. The Company and the Issuer shall be entitled to
participate at their own expense in the defense of any such claim or other
action, and, if the Company and the Issuer so elect, the Company and the Issuer
shall assume the defense of any suit brought to enforce any such claim. In the
event that the Company and the Issuer shall assume the defense of any such suit,
the Company and the Issuer shall not be liable for the fees and expenses of any
additional counsel thereafter retained by you so long as the Company and the
Issuer shall retain counsel reasonably satisfactory to you to defend such suit.
You shall not compromise or settle any such action or claim without the consent
of the Company and the Issuer.
21. This Agreement and your appointment as Exchange Agent
hereunder shall be construed and enforced in accordance with the laws of the
State of New York applicable to agreements made and to be performed entirely
within such state, and without regard to conflicts of law principles, and shall
inure to the benefit of, and the obligations created hereby shall be binding
upon, the successors and assigns of each of the parties hereto.
22. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original and all of which
taken together constitute one and the same agreement.
23. In case any provision of this Agreement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
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24. This Agreement shall not be deemed or construed to be
modified, amended, rescinded, canceled or waived, in whole or in part, except by
a written instrument signed by a duly authorized representative of the party to
be charged. This Agreement may not be modified orally.
25. Unless otherwise provided herein, all notices, requests
and other communications to any party hereunder shall be in writing (including
facsimile) and shall be given to such party, addressed to it, at its address or
telecopy number set forth below:
If to the Company or the Issuer:
Crestar Financial Corporation
000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Facsimile: 804/782-7244
Attention: Xxxxx X. Xxxxxx, Corporate Secretary
With a copy to:
Hunton & Xxxxxxxx
000 Xxxx Xxxx Xxxxxx
Xxxxxxxxxx Plaza, East Tower
Richmond, Virginia 23219
Facsimile: 804/788-8218
Attention: Xxxxxx X. Xxxxx, Xx.
If to the Exchange Agent:
The Chase Manhattan Bank
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxx X. Xxxxxxx, Vice President
26. Unless terminated earlier by the parties hereto, this
Agreement shall terminate 90 days following the Expiration Date. Notwithstanding
the foregoing, Paragraphs 18 and 20 shall survive the termination of this
Agreement. Except as provided in Section 17, upon any termination of this
Agreement, you shall promptly deliver to the company any funds or property
(including, without limitation, letters of Transmittal and any other documents
relating to the Exchange Offer) then held by you as Exchange Agent under this
Agreement.
27. This Agreement shall be binding and effective as of the
date hereof.
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Please acknowledge receipt of this Agreement and confirm the
arrangements herein provided by signing and returning the enclosed copy.
CRESTAR CAPITAL TRUST I
By:
--------------------------
Name:
Title:
CRESTAR FINANCIAL CORPORATION
By:
--------------------------
Name:
Title:
Accepted as the date first above written:
THE CHASE MANHATTAN BANK
By:
-------------------------
Name:
Title:
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